Terms and Conditions

Last Updated: June 1, 2023

  1. SAAS SERVICES AND SUPPORT

    1.1 Subject to the terms of this Agreement, Company shall provide to Customer and its authorized users the Services in accordance with the Service Level Agreement attached hereto as Exhibit A and grants to Customer the right to access and use the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

    1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s Service Level Agreement, attached hereto as Exhibit A.
  1. RESTRICTIONS AND RESPONSIBILITIES

    2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know- how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party (with the exception of for Customer’s clients as intended by this Agreement); or remove any proprietary notices or labels.

    2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. Customer will use the Services only in compliance with Company’s standard published documentation available here (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any third party claim or action against Company that arises from Customer’s failure to comply with applicable laws or from content uploaded into the Services by Customer or its users. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

    2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

    2.4 The Parties acknowledge that Customer will use the Services to track and manage information for a number of Customer’s clients (“Customer Clients”) related to matters for such clients. Accordingly, Customer’s administrator may designate (a) up to ten (10) authorized users from such Customer Clients to receive full access to use the Services for purposes of such Customer Clients accessing information related to their own matters and (b) an unlimited number of authorized users from such Customer Clients to receive view-only access to the Services for purposes of such Customer Clients viewing information related to their own matters. Company shall ensure that Customer Client matters are segregated and secured in a manner that Customer Client access is limited to their respective matters. Customer shall remain responsible and liable to Company for all access and use of the Services by Customer Clients.
  1. CONFIDENTIALITY; PROPRIETARY RIGHTS

    3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes, but is not limited to, business plans, strategy, notes, policy and legislative initiatives and efforts, forecasts, contact lists, financial packages, documents, project plans, spreadsheets, databases, e-mail messages, or any other electronic or printed form of information, as well as any information from, regarding, or held, on behalf of Customer Clients, and any data entered into the Services by Customer or any of its authorized users or generated by the Services in connection

    with Customer’s use of the Services (“Customer Data”). With respect to a Disclosing Party’s Proprietary Information, each Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. In the event that either party (as a Receiving Party) is required by law, regulation or court order to disclose any Proprietary Information of the other party (a disclosing party), such Receiving Party will promptly notify the Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party’s seeking of a protective order or other appropriate remedy from the proper authority. The Receiving Party will cooperate with Disclosing Party in seeking such order or other remedy. If Receiving Party is not successful in precluding the requesting legal body from requiring the disclosure of the Proprietary Information, the Receiving Party will furnish only that portion of the Proprietary Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Proprietary Information.

    3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

    3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings provided however that any use of Customer Data and data derived therefrom shall be performed only after such data is de-identified and aggregated in a manner that neither Customer nor any Customer Clients could be identified (“Aggregated Data”), and (ii) disclose such Aggregated Data in connection with its business. No rights or licenses are granted except as expressly set forth herein.
  1. SECURITY

    4.1 Company shall maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of any Customer Proprietary Information that will be in Company’s possession including without limitation any information stored on Company’s servers and/or transmitted to and from Company’s servers. Safeguards designed to prevent access, use, modification, disclosure, loss or destruction of Customer’s Data shall include (i) security access control technology designed to control and restrict access to Customer’s Proprietary Information (including without limitation Customer Data) to its authorized users, and (ii) firewall protection and intrusion detection systems at Company’s server location. Company will promptly give notice to Customer of the date of, and circumstances involved in, any unauthorized access, use or disclosure of Customer’s Data in its possession or control or any security breaches in Company’s systems holding such data, of which Company becomes aware, and Company shall take reasonable steps to remedy the situation.

    4.2 Company represents that its responses to Customer’s Information Risk Management Questionnaire attached hereto as Exhibit B are complete and accurate to the best of Company’s knowledge and Company understands that Customer is relying on the information in Exhibit B when entering into this Agreement. At all times during the term of the Agreement, Company shall use commercially reasonable efforts to maintain and secure Proprietary Information of Customer in accordance with Company’s responses in Exhibit B. Every year during the term of the Agreement and for any period after termination or expiration of this Agreement that Company possesses any Proprietary Information of Customer in electronic form, upon Customer’s request, Company will certify in writing to Customer that: (i) no material changes have occurred which would make any of the responses in Exhibit B to be materially inaccurate or misleading, and (ii) a thorough information and electronic data security system assessment has been completed during the prior twelve months, and that commercially reasonable steps are being taken to address any areas of concern identified in the assessment.

    4.3 Upon Customer’s written request at reasonable intervals, Company shall provide a copy of its then most recent copy of any external audit reports relating to Company’s security program that have been developed in the 12 months prior to the request and which may be disclosed without causing Company to breach an obligation to a third party.
  1. PAYMENT OF FEES

    5.1 Customer will pay Company the applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the undisputed additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Service Term or then- current renewal term, upon sixty (60) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

    5.2 Company may choose to bill through an invoice, in which case, undisputed full payment for invoices issued in any given month must be received by Company thirty (30) days of Customer’s receipt of the invoice. Unpaid and overdue amounts for any undisputed invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
  1. TERM AND TERMINATION

    6.1 Subject to earlier termination as provided below, this Agreement is made effective on the Effective Date continuing for the Service Term as specified in the Order Form (“Service Term”), and thereafter shall automatically renew for additional one (1) year periods (collectively, the “Term”). At the end of the Service Term, and every renewal term thereafter, either party may elect to terminate this Agreement upon written notice to the other party provided thirty (30) days prior to the end of the Service Term or then-current renewal term.

    6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice, if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days (“Retrieval Period”), and thereafter, for a period of sixty (60) days, Company will deliver to Customer a copy of all Customer Data upon request of Customer and subject to Company’s then-current standard rates (“Delivery Period”). Within sixty (60) days following the Retrieval Period or Delivery Period, as applicable, Company shall permanently delete all stored Customer Data. For the purposes of clarity, Customer Data does not include Aggregated Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
  1. WARRANTY AND DISCLAIMER

    Company warrants that (i) the Services will conform in every material respect with the applicable documentation and specifications available in the Policy; (ii) it has implemented and will continue throughout the Term to maintain commercially reasonable anti-virus software consistent with industry standards that is designed to ensure that the Services are free of any and all viruses, malware, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, trap doors, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data, (iii) Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and (iv) Company shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide 48 hour advanced notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  1. INDEMNITY

    Company shall indemnify and hold harmless Customer and its directors, officers, employees, and agents, from and against any and all third party claims, losses, damages, suits, fees, judgements, costs and expenses, including attorneys’ fees incurred in responding to such third-party claims resulting from (a) infringement by the Service of any patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and (b) the Company’s gross negligence or willful misconduct. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is in violation of the terms with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service and provide access to Customer Data and other transition services with respect to Customer Data as reasonably requested by Customer, and subject to Customer’s payment to Company of Company’s then-current standard rates for such services.
  1. LIMITATION OF LIABILITY

    NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR DAMAGES RESULTING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS, OR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; ; OR (C) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY , IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITH RESPECT TO DAMAGES ARISING FROM A BREACH BY A PARTY OF ITS CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS UNDER THIS AGREEMENT, COMPANY WILL NOT BE LIABLE FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED TWO (2) TIMES THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  1. INSURANCE

    (a) Company, during the term of this Agreement and any extensions thereof shall maintain, at Company’s sole cost and expense, workers compensation with limits consistent with applicable statutory requirements. Such insurance shall not derogate Company’s indemnity obligations to Customer set forth in this Agreement. Further, approval or acceptance of such by Customer will not in any way represent that such insurance is sufficient or adequate to protect Company’s interests or liabilities and such insurance coverage shall be considered the minimum acceptable coverage.
  1. MISCELLANEOUS

    If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party without the other party’s prior written consent, not to be unreasonably withheld; provided, however, that either party shall have the right to assign this Agreement without the other party’s consent in connection with a merger, acquisition, or sale of all or substantially all of such party’s assets. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The terms of this Agreement and existence of this relationship between Customer and Company shall be deemed Proprietary Information. Neither party may disclose the nature of this relationship, that Customer is a customer of Company, or any other details regarding this Agreement, without the express written consent of the other party, except to such party’s legal or financial representatives and/or potential and actual investors or acquirers. In the performance of Services under this Agreement, Company shall comply with all statutes, rules and regulations of any and all federal and state authorities that are applicable to Company’s provision of its Services to Customer hereunder.

EXHIBIT A
Service Level Agreement

  1. DEFINITIONS. The following capitalized terms will have the definitions set forth below:

    2.1 “Force Majeure” means any act, event, or occurrence beyond Company’s reasonable control, including, without limitation, issues arising from bugs or other problems in the software, firmware or hardware of Company’s suppliers, outages or issues with upstream providers or network carriers, acts of God, fires, floods, storms, landslides, epidemics, lightning, earthquakes, drought, blight, famine, quarantine, blockade, governmental acts or inaction, orders or injunctions, war, insurrection or civil strife, sabotage, explosions, labor strikes, work stoppages, and acts of terror.

    2.2 “Normal Business Hours” means 8 a.m. to 8 p.m. Eastern Time Monday through Friday] excluding holidays.

    2.3 “Premium Support Period” means the period commencing fourteen (14) days prior to the end of Customer’s applicable state or states’ legislative session(s) and continuing through the final date of such state or states’ legislative session(s).

    2.4 “Scheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the Service due to planned system maintenance performed by Company. Company will exercise reasonable efforts to perform scheduled system maintenance between the hours 12 a.m. and 4 a.m. Eastern Time. Company will provide Customer with reasonable prior notice of such Scheduled Downtime.

    2.5 “Standard Support Period” means all periods of time outside the Premium Support Period.

    2.6 “Total Monthly Time” means the total minutes in the relevant calendar month less Scheduled Downtime. For any partial calendar month during which Customer subscribes to the Service, availability will be calculated based on the entire calendar month, not just the portion for which Customer subscribed.

    2.7 “Unscheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which the Customer is not able to access the features and functions of the Service, other than Scheduled Downtime, as defined above. Unscheduled Downtime shall not include any period during which the Service is unavailable as a result of (i) non-compliance by Customer with any provision of this SLA; (ii) incompatibility of Customer’s equipment or software with the Service; (iii) actions or inactions of Customer or third parties; (iv) Customer’s use of the Service after Company has advised Customer to modify its use of the Service, if Customer did not modify its use as advised; (v) acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to the Service by means of Customer’s passwords or equipment; (vi) performance of Customer’s systems or the Internet; (vii) any systemic Internet failures; (viii) network unavailability or Customer’s bandwidth limitations; or (ix) Scheduled Downtime.

    2.8 “System Availability” means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference so obtained by the Total Monthly Time. Represented algebraically, System Availability for any particular calendar month is determined as follows:

    System Availability = (Total Montly Time – Unscheduled Downtime)/Total Monthly Time
  1. SYSTEM PERFORMANCE

    3.1 System Availability: Company will undertake commercially reasonable measures to ensure that System Availability equals or exceeds ninety-nine point nine percent (99.9%) during each calendar month (the “Service Standard”).

    3.2 Access to Support; Response Times: Customer may report Unscheduled Downtime at any time (“24x7x365”) by sending Company an e-mail to support@pluralpolicy.com. During Normal Business Hours, Company will exercise commercially reasonable efforts to respond to reports of Unscheduled Downtime within 30 minutes of each such report.

    3.3 System Monitoring and Measurement: Company uses a third party service Company (“Monitoring Service Company”) to monitor System Availability on an ongoing basis. All measurements of System Availability will be calculated on a monthly basis for each calendar month during the Term based on the records of such Monitoring Service Company. The Monitoring Service Company’s records regarding System Availability will be final and each party agrees not to dispute such records.
  1. CUSTOMER REQUIREMENTS. Customer is responsible for maintenance and management of its computer network(s), servers, and software, and any equipment or services related to maintenance and management of the foregoing. Customer is responsible for correctly configuring its systems in accordance with any instructions provided by Company, as may be necessary for provision of access to the features and functions of the Service.
  1. REMEDY

    5.1 Credits Against Fees: In the event Unscheduled Downtime occurs, Customer will be entitled to credits against its subsequent payment obligations (as set forth in the Agreement) (“Service Credits”) according to the following table:
Service AvailabilityCredit as a Percentage of Monthly Billing
Less than 99.5% and equal or higher than 99.0%10%
Less than 99.0% and equal or higher than 95.0%25%
Less than 95.0%50%


  • Customer’s rights under this Section 4.1 are Customer’s sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by Company to meet the Service Standard required by Section 2.1.

    5.2 Maximum Service Credits: The maximum amount of Service Credits that Company will issue to Customer for Unscheduled Downtime in a single calendar month will not exceed fifty percent (50%) of the monthly billing for such month.

    5.3 Requesting Service Credits: As a condition to Company’s obligation to provide Service Credits to Customer, Customer must request such Service Credits by sending an e-mail identifying the date and time of the Unscheduled Downtime for which Customer is requesting Service Credits, with sufficient evidence (including description of the incident and duration of the incident) to support@pluralpolicy.com within thirty (30) days following such Unscheduled Downtime. If Customer fails to request any Service Credits to which Customer is entitled in accordance with this Section 4.3, Company will have no obligation to issue such Service Credits to Customer.

  1. Response Times

    Company shall use commercially reasonable efforts to respond to and resolve the Priority Levels set out below in the time periods described below, provided that classification of any problem among Priority Levels shall be reasonably in accordance with the definitions specified below which shall be determined by Company in its sole discretion:

Priority Level Description Example of the impact
1 The Service is down and cannot be accessed The user cannot access or use any of its own content
2 The Service is running but substantial errors occur The user can access the content and copy it to another location but, because most of the functions cannot be used, cannot use the Service
3 Errors in the Service affect users’ ability to benefit fully from it The user cannot perform some tasks but is not restrained from storing, changing, and searching content and metadata
4 The Service displays some minor errors The user finds service to be slow or/and there is an error that does not keep the user from using the system in daily operations

The following response and fix times are applied to the Standard Support Period:

Priority Level Initial response Fix or workaround
1 Within 5 Business Hours Within 1 Business Day
2 Within 1 Business Day Within 2 Business Days
3 Within 1 Business Day Within 3 Business Days
4 Within 2 Business Days Within 5 Business Days, unless otherwise indicated in response

The following response and fix times are applied to the Premium Support Period:

Priority Level Initial response Fix or workaround
1 Within 4 hours (if outside of Business Hours) or within 30 minutes (if within Business Hours) Within 8 hours
2 Within 8 hours Within 2 Business Days
3 Within 1 Business Day Within 3 Business Days
4 Within 2 Business Days Within 5 Business Days, unless otherwise indicated in response


In case the issue is categorized as Priority Level 1 issue, the Company’s Support Representative will use commercially reasonable efforts to provide Customer with regular updates, unless otherwise indicated in response, until the reported issue is resolved.

To receive emergency assistance for Priority Level 1 issues, Customer shall call Company’s Support Services and indicate that Customer is having a Priority Level 1 issue or submit a ticket via Company’s Support Center with correct impact and scale information. Upon receipt of such call or ticket, Company shall perform the following steps:

  1. Company’s Support Representative will assess the Priority Level of the issue based on the error description.

  2. In case the issue is categorized as Priority Level 1 issue, the Company’s Support Representative will use commercially reasonable efforts to provide Customer with regular updates, unless otherwise indicated in response, until the reported issue is resolved.

  1. In case the issue does not fulfill the Priority Level 1 requirements, appropriate Priority Level is assigned, and the Customer is informed of this change.

If resolution cannot be reached within the target timeframe, Company will send a new estimated fix time. Such an estimate will be sent in cases where the request requires extensive research or escalation, as well as in other cases where Company finds it necessary.

  • The initial response will consist of:

    • A suggested resolution to the problem;

    • A request for more detailed information or clarification, which will enable Company to determine the appropriate course of action; or

    • Notification of the estimated time for providing the user with further information, resolution, or a workaround, as appropriate.